Unassociated Document


     

    EXHIBIT
4.2

     

    
      DEFENSE
SOLUTIONS HOLDING, INC.

      


      WARRANT TO PURCHASE COMMON
STOCK

       

      VOID
AFTER 5:00 P.M., EASTERN TIME,

      ON THE
EXPIRATION DATE

      


      THIS
WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT
BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR WITHOUT DELIVERING AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

       

      FOR VALUE
RECEIVED, DEFENSE SOLUTIONS HOLDING, INC., a Nevada corporation (the “Company”),
hereby agrees to sell upon the terms and on the conditions hereinafter set
forth, at any time commencing on the date hereof but no later than 5:00 p.m.,
Eastern Time, on December 16, 2012 (the “Expiration Date”) to Carol Gray,
or registered assigns (the “Holder”), under the terms as hereinafter set forth,
ONE MILLION (1,000,000) fully paid and non-assessable shares of the Company’s
Common Stock (the “Warrant Stock”), at a purchase price per share of $0.05 (the
“Warrant Price”), pursuant to this warrant (this “Warrant”).  The
number of shares of Warrant Stock to be so issued and the Warrant Price are
subject to adjustment in certain events as hereinafter set forth.  The
term “Common Stock” shall mean, when used herein, unless the context otherwise
requires, the stock and other securities and property at the time receivable
upon the exercise of this Warrant.

       

      
        	
                1.  

              	
                Exercise of
      Warrant.

              


      

       

      
        	
                     
      (a)  

              	
                The
      Holder may exercise this Warrant according to its terms by surrendering to
      the Company at the address set forth in Section 9, this Warrant and the
      election to purchase form attached hereto having then been duly executed
      by the Holder, accompanied by cash, certified check or bank draft in
      payment of the purchase price, in lawful money of the United States of
      America, for the number of shares of the Warrant Stock specified in the
      subscription form, or as otherwise provided in this Warrant prior to 5:00
      p.m., Eastern Time, on the Expiration
Date.

              


      

       

      
        	
                     
      (b)  

              	
                This
      Warrant may be exercised in whole or in part so long as any exercise in
      part hereof would not involve the issuance of fractional shares of Warrant
      Stock.  If exercised in part, the Company shall deliver to the
      Holder a new Warrant, identical in form, in the name of the Holder,
      evidencing the right to purchase the number of shares of Warrant Stock as
      to which this Warrant has not been exercised, which new Warrant shall be
      signed by the Chairman, Chief Executive Officer or President of the
      Company.  The term Warrant as used herein shall include any
      subsequent Warrant issued as provided
herein.

              


      

       

      
        Confidential
and Proprietary

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                     
      (c)  

              	
                No
      fractional shares or scrip representing fractional shares shall be issued
      upon the exercise of this Warrant.  The Company shall pay cash
      in lieu of fractions with respect to the Warrants based upon the fair
      market value of such fractional shares of Common Stock (which shall be the
      closing price of such shares on the exchange or market on which the Common
      Stock is then traded) at the time of exercise of this
    Warrant.

              


      

       

      
        	
                     
      (d)  

              	
                In
      the event of any exercise of the rights represented by this Warrant, a
      certificate or certificates for the Warrant Stock so purchased, registered
      in the name of the Holder, shall be delivered to the Holder within a
      reasonable time after such rights shall have been so
      exercised.  The person or entity in whose name any certificate
      for the Warrant Stock is issued upon exercise of the rights represented by
      this Warrant shall for all purposes be deemed to have become the holder of
      record of such shares immediately prior to the close of business on the
      date on which the Warrant was surrendered and payment of the Warrant Price
      and any applicable taxes was made, irrespective of the date of delivery of
      such certificate, except that, if the date of such surrender and payment
      is a date when the stock transfer books of the Company are closed, such
      person shall be deemed to have become the holder of such shares at the
      opening of business on the next succeeding date on which the stock
      transfer books are open.  Except as provided in Section 4
      hereof, the Company shall pay any and all documentary stamp or similar
      issue or transfer taxes payable in respect of the issue or delivery of
      shares of Common Stock on exercise of this
  Warrant.

              


      

       

      
        	
                2.  

              	
                Disposition of Warrant
      Stock and Warrant.

              


      

       

      
        	
                     
      (a)  

              	
                The
      Holder hereby acknowledges that this Warrant and any Warrant Stock
      purchased pursuant hereto are not being registered (i) under the Act on
      the ground that the issuance of this Warrant is exempt from registration
      under Section 4(2) of the Act as not involving any public offering or (ii)
      under any applicable state securities law because the issuance of this
      Warrant does not involve any public offering; and that the Company’s
      reliance on the Section 4(2) exemption of the Act and under applicable
      state securities laws is predicated in part on the representations hereby
      made to the Company by the Holder that it is acquiring this Warrant and
      will acquire the Warrant Stock for investment for its own account, with no
      present intention of dividing its participation with others or reselling
      or otherwise distributing the same, subject, nevertheless, to any
      requirement of law that the disposition of its property shall at all times
      be within its control.

              


      

       

      The
Holder hereby agrees that it will not sell or transfer all or any part of this
Warrant and/or Warrant Stock unless and until it shall first have given notice
to the Company describing such sale or transfer and furnished to the Company
either (i) an opinion, reasonably satisfactory to counsel for the Company, of
counsel (skilled in securities matters, selected by the Holder and reasonably
satisfactory to the Company) to the effect that the proposed sale or transfer
may be made without registration under the Act and without registration or
qualification under any state law, or (ii) an interpretative letter from the
Securities and Exchange Commission to the effect that no enforcement action will
be recommended if the proposed sale or transfer is made without registration
under the Act.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                     
      (b)  

              	
                If,
      at the time of issuance of the shares issuable upon exercise of this
      Warrant, no registration statement is in effect with respect to such
      shares under applicable provisions of the Act, the Company may at its
      election require that the Holder provide the Company with written
      reconfirmation of the Holder’s investment intent and that any stock
      certificate delivered to the Holder of a surrendered Warrant shall bear
      legends reading substantially as
follows:

              


      

       

      “TRANSFER
OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS
SET FORTH IN THE WARRANT PURSUANT TO WHICH THESE SHARES WERE PURCHASED FROM THE
COMPANY.  COPIES OF THOSE RESTRICTIONS ARE ON FILE AT THE PRINCIPAL
OFFICES OF THE COMPANY, AND NO TRANSFER OF SUCH SHARES OR OF THIS CERTIFICATE,
OR OF ANY SHARES OR OTHER SECURITIES (OR CERTIFICATES THEREFOR) ISSUED IN
EXCHANGE FOR OR IN RESPECT OF SUCH SHARES, SHALL BE EFFECTIVE UNLESS AND UNTIL
THE TERMS AND CONDITIONS THEREIN SET FORTH SHALL HAVE BEEN COMPLIED
WITH.”

       

      “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF
THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

       

      In
addition, so long as the foregoing legend may remain on any stock certificate
delivered to the Holder, the Company may maintain appropriate “stop transfer”
orders with respect to such certificates and the shares represented thereby on
its books and records and with those to whom it may delegate registrar and
transfer functions.

       

      
        	
                3.  

              	
                Reservation
      of Shares.  The Company
      hereby agrees that at all times there shall be reserved for issuance upon
      the exercise of this Warrant such number of shares of its Common Stock as
      shall be required for issuance upon exercise of this
      Warrant.  The Company further agrees that all shares which may
      be issued upon the exercise of the rights represented by this Warrant will
      be duly authorized and will, upon issuance and against payment of the
      exercise price, be validly issued, fully paid and non-assessable, free
      from all taxes, liens, charges and preemptive rights with respect to the
      issuance thereof, other than taxes, if any, in respect of any transfer
      occurring contemporaneously with such issuance and other than transfer
      restrictions imposed by federal and state securities
  laws.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                4.  

              	
                Exchange,
      Transfer or Assignment of Warrant.  This
      Warrant is exchangeable, without expense, at the option of the Holder,
      upon presentation and surrender hereof to the Company or at the office of
      its stock transfer agent, if any, for other Warrants of different
      denominations, entitling the Holder or Holders thereof to purchase in the
      aggregate the same number of shares of Common Stock purchasable
      hereunder.  Upon surrender of this Warrant to the Company or at
      the office of its stock transfer agent, if any, with the Assignment Form
      annexed hereto duly executed and funds sufficient to pay any transfer tax,
      the Company shall, without charge, execute and deliver a new Warrant in
      the name of the assignee named in such instrument of assignment and this
      Warrant shall promptly be canceled.  This Warrant may be divided
      or combined with other Warrants that carry the same rights upon
      presentation hereof at the office of the Company or at the office of its
      stock transfer agent, if any, together with a written notice specifying
      the names and denominations in which new Warrants are to be issued and
      signed by the Holder hereof.

              


      

       

      
        	
                5.  

              	
                Capital
      Adjustments.  This
      Warrant is subject to the following further
  provisions:

              


      

       

      
        	
                     
      (a)  

              	
                Recapitalization,
      Reclassification and Succession.  If any recapitalization
      of the Company or reclassification of its Common Stock or any merger or
      consolidation of the Company into or with a corporation or other business
      entity, or the sale or transfer of all or substantially all of the
      Company’s assets or of any successor corporation’s assets to any other
      corporation or business entity (any such corporation or other business
      entity being included within the meaning of the term “successor
      corporation”) shall be effected, at any time while this Warrant remains
      outstanding and unexpired, then, as a condition of such recapitalization,
      reclassification, merger, consolidation, sale or transfer, lawful and
      adequate provision shall be made whereby the Holder of this Warrant
      thereafter shall have the right to receive upon the exercise hereof as
      provided in Section 1 and in lieu of the shares of Common Stock
      immediately theretofore issuable upon the exercise of this Warrant, such
      shares of capital stock, securities or other property as may be issued or
      payable with respect to or in exchange for a number of outstanding shares
      of Common Stock equal to the number of shares of Common Stock immediately
      theretofore issuable upon the exercise of this Warrant had such
      recapitalization, reclassification, merger, consolidation, sale or
      transfer not taken place, and in each such case, the terms of this Warrant
      shall be applicable to the shares of stock or other securities or property
      receivable upon the exercise of this Warrant after such
      consummation.

              


      

       

      
        	
                     
      (b)  

              	
                Subdivision or
      Combination of Shares.  If the Company at any time while
      this Warrant remains outstanding and unexpired shall subdivide or combine
      its Common Stock, the number of shares of Warrant Stock purchasable upon
      exercise of this Warrant and the Warrant Price shall be proportionately
      adjusted.

              


      

       

      
        	
                     
      (c)  

              	
                Stock Dividends and
      Distributions.  If the Company at any time while this
      Warrant is outstanding and unexpired shall issue or pay the holders of its
      Common Stock, or take a record of the holders of its Common Stock for the
      purpose of entitling them to receive, a dividend payable in, or other
      distribution of, Common Stock, then the number of shares of Warrant Stock
      purchasable upon exercise of this Warrant shall be adjusted to the number
      of shares of Common Stock that Holder would have owned immediately
      following such action had this Warrant been exercised immediately prior
      thereto.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                     
      (d)  

              	
                Warrant Price
      Adjustment.  Whenever the number of shares of Warrant
      Stock purchasable upon exercise of this Warrant is adjusted, as herein
      provided, the Warrant Price payable upon the exercise of this Warrant
      shall be adjusted to that price determined by multiplying the Warrant
      Price immediately prior to such adjustment by a fraction (i) the numerator
      of which shall be the number of shares of Warrant Stock purchasable upon
      exercise of this Warrant immediately prior to such adjustment, and (ii)
      the denominator of which shall be the number of shares of Warrant Stock
      purchasable upon exercise of this Warrant immediately
      thereafter.

              


      

       

      
        	
                     
      (e)  

              	
                Deferral and
      Cumulation of De Minimis Adjustments.  The Company shall
      not be required to make any adjustment pursuant to this Section 5 if the
      amount of such adjustment would be less than one percent (1%) of the
      Warrant Price in effect immediately before the event that would otherwise
      have given rise to such adjustment.  In such case, however, any
      adjustment that would otherwise have been required to be made shall be
      made at the time of and together with the next subsequent adjustment
      which, together with any adjustment or adjustments so carried forward,
      shall amount to not less than one percent (1%) of the Warrant Price in
      effect immediately before the event giving rise to such next subsequent
      adjustment.  All calculations under this Section 5 shall be made
      to the nearest cent or to the nearest one-hundredth of a share, as the
      case may be, but in no event shall the Company be obligated to issue
      fractional shares of Common Stock or fractional portions of any securities
      upon the exercise of the Warrants.

              


      

       

      
        	
                     
      (f)  

              	
                Duration of
      Adjustment.  Following each computation or readjustment
      as provided in this Section 5, the new adjusted Warrant Price and number
      of shares of Warrant Stock purchasable upon exercise of this Warrant shall
      remain in effect until a further computation or readjustment thereof is
      required.

              


      

       

      
        	
                6.  

              	
                Notice to
      Holders.

              


      

       

      
        	
                     
      (a)  

              	
                Notice of Record
      Date.  In case:

              


      

       

      
        	
                                 
         (i)  

              	
                the
      Company shall take a record of the holders of its Common Stock (or other
      stock or securities at the time receivable upon the exercise of this
      Warrant) for the purpose of entitling them to receive any dividend (other
      than a cash dividend payable out of earned surplus of the Company) or
      other distribution, or any right to subscribe for or purchase any shares
      of stock of any class or any other securities, or to receive any other
      right;

              


      

       

      
        	
                                    
      (ii)  

              	
                of
      any capital reorganization of the Company, any reclassification of the
      capital stock of the Company, any consolidation with or merger of the
      Company into another corporation, or any conveyance of all or
      substantially all of the assets of the Company to another corporation;
      or

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                                    
      (iii)  

              	
                of
      any voluntary dissolution, liquidation or winding-up of the
      Company;

              


      

       

      then, and
in each such case, the Company will mail or cause to be mailed to the Holder
hereof at the time outstanding a notice specifying, as the case may be, (i) the
date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up is to take place, and the time, if any, is to be fixed, as of which
the holders of record of Common Stock (or such stock or securities at the
time receivable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution or winding-up.  Such
notice shall be mailed at least twenty (20) calendar days prior to the record
date therein specified, or if no record date shall have been specified therein,
at least twenty (20) days prior to such specified date.

       

      
        	
                     
      (b)  

              	
                Certificate of
      Adjustment. Whenever any adjustment shall be made pursuant to
      Section 5 hereof, the Company shall promptly make available and have on
      file for inspection a certificate signed by its Chairman, Chief Executive
      Officer, President or Vice President, setting forth in reasonable detail
      the event requiring the adjustment, the amount of the adjustment, the
      method by which such adjustment was calculated and the Warrant Price and
      number of shares of Warrant Stock purchasable upon exercise of this
      Warrant after giving effect to such
adjustment.

              


      

       

      
        	
                7.  

              	
                Loss,
      Theft, Destruction or Mutilation.  Upon
      receipt by the Company of evidence satisfactory to it, in the exercise of
      its reasonable discretion, of the ownership and the loss, theft,
      destruction or mutilation of this Warrant and, in the case of loss, theft
      or destruction, of indemnity reasonably satisfactory to the Company and,
      in the case of mutilation, upon surrender and cancellation thereof, the
      Company will execute and deliver in lieu thereof, without expense to the
      Holder, a new Warrant of like tenor dated the date
  hereof.

              


      

       

      
        	
                8.  

              	
                Warrant
      Holder Not a Stockholder.  The Holder
      of this Warrant, as such, shall not be entitled by reason of this Warrant
      to any rights whatsoever as a stockholder of the Company, including but
      not limited to voting rights.

              


      

       

      
        	
                9.  

              	
                Notices.  Any notice
      required or contemplated by this Warrant shall be in writing and shall be
      deemed to have been duly given if delivered to the addressee in person,
      deposited with a reputable overnight courier or transmitted by registered
      or certified mail, return receipt requested, to the Company at 707
      Eagleview Boulevard, Suite 100, Exton, Pennsylvania 19341,
      Attention:  Chief Financial Officer, or to the Holder at the
      name and address set forth in the Warrant Register maintained by the
      Company, or to such other addresses as any of them, by notice to the
      others, may designate from time to
time.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                10.  

              	
                Choice
      of Law.  THIS
      WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT
      GIVING EFFECT TO ITS CONFLICTS OF LAW
RULES.

              


      

       

      IN
WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its
behalf, in its corporate name and by a duly authorized officer, as of this 16th
day of December 2009.

       

      
        
          	 	
                  DEFENSE SOLUTIONS
      HOLDING, INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	  	 
	 	Name: 
      	
                	 
	 	Title:	
                	 
	 	 	 	 


        

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      ELECTION
TO PURCHASE

      


      (To be
executed by the registered holder if such holder desires to exercise the within
Warrants)

      


      Defense
Solutions Holding, Inc.

      707
Eagleview Boulevard, Suite 100

      Exton,
Pennsylvania  19341

      Attention:  Chief
Financial Officer

      


      The
undersigned hereby (1) irrevocably elects to exercise his or its rights to
purchase ____________ shares of Common Stock covered by the within Warrants, (2)
makes payment in full of the Purchase Price by enclosure of cash, a certified
check or bank draft, (3) requests that certificates for such shares of Common
Stock be issued in the name of:

       

      


      Please
print name, address and Social Security or Tax Identification
Number:

       

      ________________________________________________

       

      ________________________________________________

       

      ________________________________________________

       

      ________________________________________________

      


      and (4)
if said number of shares of Common Stock shall not be all the shares evidenced
by the within Warrants, requests that a new warrant certificate for the balance
of the shares covered by the within Warrants be registered in the name of, and
delivered to:

      


      Please
print name and address:

      ________________________________________________

       

      ________________________________________________

       

      ________________________________________________

      


      In lieu
of receipt of a fractional share of Common Stock, the undersigned will receive a
check representing payment therefore.

      


      


      
        
          	Dated: 
      	  	 	
                	 
	 	 	
                	WARRANT
      HOLDER	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                	 	
                  By:
      

                	/s/ 	 
	 	 	 	 	Name 	 
	 	 	 	 	Title 	 


        

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      ASSIGNMENT
FORM

       

      FOR VALUE
RECEIVED,__________________________________________________________________hereby
sells, assigns and transfers unto

       

      Name:_________________________________________________________________________________________________________________

      (Please
typewrite or print in block letters)

       

      Social
Security or Taxpayer Identification Number
:_______________________________________________________________________________

       

      the right
to purchase Common Stock of Defense Solutions Holding, Inc., a Nevada
corporation, represented by this Warrant to the extent of shares as to which
such right is exercisable and does hereby irrevocably constitute and appoint
____________________________, Attorney, to transfer the same on the books of the
Company with full power of substitution in the premises.

       

      DATED:
__________________

      


       

      
        
          	 	 	 	 
	
                   

                	
                   

                	 	 
	 	 	Signature	 
	 	 	
                   

                	 
	 	 	 	 
	 	 	 	 
	 	 	   
       	 
	 	 	Signature,
      if jointly held	 


        

         

         

        


      

      
        
          	Witness:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	   	 	 	
                	 


        

        
           

           

        

        
          
            
            

          

          
            9